UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3) 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 378989206

CUSIP No. 378989206

Introduction

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on April 29, 2022 (the “Original Schedule 13D”, as amended on August 9, 2022 (“Amendment No. 1”), as further amended on March 2, 2023 (“Amendment No. 2”) and, as further amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D, Amendment No. 1 or Amendment No. 2. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the shares of common stock (“Common Stock”) of Global Clean Energy Holdings, Inc., a Delaware corporation (the “Issuer”), having its principal executive office is 2790 Skypark Drive, Suite 105, Torrance, CA 90505.

Item 4. Purpose of Transaction

This Amendment amends and supplements Item 4 of the Original Schedule 13D (as amended by Amendment No. 2) to add the following new paragraphs at the end of Item 4:

By letter dated May 15, 2023 (the “Letter”) sent on behalf of Bakersfield Renewable Fuels, LLC (as successor in interest to GCE Holdings Acquisitions LLC) (“GCE”), GCE has asserted the existence of what it believes to be a Force Majeure event under Section 12.1 of the Product Off-take Agreement, dated effective April 10, 2019, by and between GCE and ExxonMobil Oil Corporation (“EMOC”) (as amended, the “POA”). The Letter further makes clear that GCE’s claimed Force Majeure event, which is based on the Covid-19 pandemic, has existed for 365 consecutive days or more. Accordingly, based on GCE’s stated positions set forth in the Letter, EMOC has, by letter to GCE dated May 19, 2023, exercised its right under Section 12.1 of the POA to terminate the POA effective May 19, 2023.

EMOC believes that GCE’s invocation of Force Majeure is disingenuous and a tactic to avoid EMOC’s prior notice of termination of the POA effective as of July 1, 2023. Nevertheless, GCE’s clear assertion of Force Majeure based on the Covid-19 pandemic that began in March 2020 gives EMOC the immediate right to terminate the POA as described above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Amendment amends and supplements Item 6 of the Original Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) to add the following new paragraph to the end of Item 6:

The information in Item 4 of this Schedule 13D is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: May 19, 2023